Buyers and sellers need to be aware of the thorny issues that could occur.
It isn’t out of the ordinary if shareholders that are holding vested stock in their target company chose to roll the stock over into acquiror stock in a taxable or a nontaxable exchange. Customarily, the stock taken in the exchange is also fully vested stock. However, there are situations in some rollover transactions, where the acquiror requires that the management team exchange their vested stock for nonvested stock. This white paper reviews the business and tax issues that can be raised with the issuance of restricted stock in a rollover transaction.
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